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Click here for the full text of this decision FACTS:Tim Beverick was an attorney for Koch Power Inc. He claimed that Koch orally promised him and co-attorney Bill Windle a bonus based on savings for his work on the Pine Bend Power Project, a project involving contract negotiations for the purchase of electricity over a 10-year period. The bonus was to be between 10 percent and 15 percent of the project’s net value, paid in a lump sum. When the project closed, Koch did not pay that bonus, but did offer Beverick a $400,000 bonus. Beverick sued for breach of contract, promissory estoppel, fraud and quantum meruit. One theory alleged in Koch’s motion for summary judgment was that the action was barred by the Statute of Frauds. The trial court granted Koch’s traditional and no-evidence summary judgment motions without specifying the grounds. HOLDING:Affirmed. The court holds that Beverick’s cause of action is not barred by the Statute of Frauds. It took Beverick two years to complete the project. He testified that it would not have been impossible to complete the project in one year, but a lot of things would have had to have fallen into place. The court finds there is at least evidence that the project could have been completed in a year, so the Statute of Frauds did not preclude Koch from entering into an oral contract with Beverick. The court then looks to see if the elements of an oral contract were present, concluding that there was never an offer, so there was not an oral contract. Beverick admitted that the only person who directly promised him the bonus was an employee who lacked authority to bind Koch on such a matter. The court rejects Beverick’s argument that the offer existed because someone who had authority to bind Koch did not contradict Beverick when he asserted that he’d be entitled to the 10 percent to 15 percent bonus. “Beverick may not establish the existence of an offer through the silence of another party,” the court holds. Based on this holding, the court also finds that Beverick’s promissory estoppel claim must fail. So, too, must Beverick’s fraud claim, which was based on Koch’s alleged misrepresentation of the amount Beverick would get as a bonus. A failure to disclose is only actionable as fraud when there is a duty to disclose. Koch had no duty to disclose the amount of Beverick’s bonus, so there was no material misrepresentation made. Finally, recovery in quantum meruit is not appropriate, as Beverick did not establish that the project was outside the scope of his usual job duties. OPINION:Hanks, J.; Taft, Hanks and Bland, JJ.

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